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Corporate governance (continued)
Supervisory Board
Ahold at a glance
Business review
Governance
Appointment, suspension and dismissal
The General Meeting of Shareholders can appoint,
suspend, or dismiss a Management Board member
by an absolute majority of votes cast, upon a
proposal made by the Supervisory Board. If another
party makes the proposal, an absolute majority
of votes cast, representing at least one-third of the
issued share capital, is required. If this qualified
majority is not achieved, but an absolute majority
of the votes exercised was in favor of the proposal,
then a second meeting may be held. In the second
meeting, only an absolute majority of votes exercised,
regardless of the number of shares represented at
the meeting, is required to adopt the proposal.
Management Board members are appointed
for four-year terms and may be reappointed
for additional terms not exceeding four years.
The Supervisory Board may at any time suspend
a Management Board member.
Remuneration
On April 15, 2015, Ahold's General Meeting of
Shareholders adopted our current remuneration policy
for Management Board members. You can find
details of this policy in Remuneration. For detailed
information on the individual remuneration of
Management Board members, see Notes 31
and 32 to the consolidated financial statements.
The Supervisory Board is responsible for supervising
and advising our Management Board, overseeing
the general course of affairs, strategy and operational
performance of the Company. The Supervisory
Board is guided in its duties by the interests of the
Company and the enterprise connected with the
Company, taking into consideration the overall good
of the enterprise and the relevant interests of all its
stakeholders. The Supervisory Board is responsible
for monitoring and assessing its own performance.
Ahold's Articles of Association require the
approval of the Supervisory Board for certain
major resolutions proposed to be taken by the
Management Board, including:
a Issuance of shares
a Acquisitions, redemptions, repurchases of
shares, and any reduction in issued and
outstanding capital
a Allocation of duties within the Management Board
and the adoption or amendment of the Rules of
Procedure of the Management Board and the
Executive Committee
a Significant changes in the identity or the nature
of the Company or its enterprise
You can find more detailed information on the
Supervisory Board in the Supervisory Board report.
The Rules of Procedure of the Supervisory Board
can be found in the corporate governance section
of Ahold's public website at www.ahold.com.
Ahold
Annual Report 2015
Appointment
The General Meeting of Shareholders can appoint,
suspend or dismiss a Supervisory Board member by
an absolute majority of votes cast, upon a proposal
made by the Supervisory Board. If another party
makes the proposal, an absolute majority of votes
cast, representing at least one-third of the issued
share capital, is required. If this qualified majority
is not achieved but an absolute majority of the
votes exercised was in favor of the proposal, then
a second meeting may be held. In the second
meeting, only an absolute majority of votes exercised,
regardless of the number of shares represented at the
meeting, is required.
A Supervisory Board member is appointed for
a four-year term and is eligible for reappointment.
A Supervisory Board member may not serve for
morethan 12 years.
Conflict of interest
Each member of the Management Board is required
to immediately report any potential conflict of interest
to the Chairman of the Supervisory Board and
to the other members of the Management Board
and provide them with all relevant information.
Each member of the Supervisory Board is required
to immediately report any potential conflict of
interest to the Chairman of the Supervisory Board
and provide him or her with all relevant information.
The Chairman determines whether there is a conflict
of interest.
If a member of the Supervisory Board or a member
of the Management Board has a conflict of interest
with the Company, the member may not participate
in the discussions and decision-making process
on subjects or transactions relating to the conflict
of interest.
The Chairman of the Supervisory Board will arrange
for such transactions to be disclosed in the Annual
Report. No such transaction occurred in 2015.
In accordance with best practice provision III.6.4
of the Dutch Corporate Governance Code, Ahold
reports that no transactions between the Company
and legal or natural persons who hold at least 10%
of the shares in the Company occurred in 2015.
